AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This Amendment No. 1, dated January 27, 2012 (this “Amendment No. 1”), to the Amended and Restated Shareholders Rights Agreement, dated April 19, 2011 (the “Rights Agreement”), is entered into by and between Seaspan Corporation, a Marshall Islands corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 that are not otherwise herein defined shall have the same meaning as set forth in the Rights Agreement.
AMENDING AGREEMENTAmending Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
NOW THEREFORE in consideration of $1.00 and other good and valuable consideration given by each party hereto to the other, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereby agree as follows:
LOCK UP AGREEMENTLock Up Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
This LOCK UP AGREEMENT dated as of January 27, 2012 (this “Agreement”), is by and between SEASPAN CORPORATION, a Marshall Islands corporation (the “Company”), and (“Seller”).
ESCROW AGREEMENTEscrow Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
WHEREAS the Company and the Security Holders entered into a Share Purchase Agreement dated as of January 27, 2012 (as amended, the “Purchase Agreement”), pursuant to which the Company is purchasing from the Security Holders all of the Company Shares and acquiring all of the Incentive Shares (each as defined in the Purchase Agreement), owned directly or indirectly, by the Company. The Purchase Agreement provides that the Company shall deposit 586,212 shares of Class A common stock of the Company (or any Class A common stock issued by the Company in exchange for or in replacement thereof) in segregated escrow accounts titled in the name of the respective Security Holders to be held by Escrow Agent to secure the Company’s right to indemnification set forth in the Purchase Agreement;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT dated as of January 27, 2012 (this “Agreement”) is by and among SEASPAN CORPORATION, a Marshall Islands corporation (the “Company”), THE KEVIN LEE WASHINGTON 1999 TRUST II (the “KL Trust”), the KYLE ROY WASHINGTON 2005 IRREVOCABLE TRUST UNDER AGREEMENT DATED JULY 15, 2005 (the “KR Trust”), and THETIS HOLDINGS LTD. (“Thetis” and collectively with the KL Trust and the KR Trust, the “Shareholders,” and each, individually, a “Shareholder”).
AMENDED AND RESTATED OMNIBUS AGREEMENT Dated as of January 27, 2012 Among SEASPAN CORPORATION, NORSK PACIFIC STEAMSHIP COMPANY LIMITED, SEASPAN MARINE CORPORATION (formerly known as SEASPAN INTERNATIONAL LTD.), SEASPAN MANAGEMENT SERVICES LIMITED,...Omnibus Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
This AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) dated as of January 27, 2012, is entered into among SEASPAN CORPORATION, a Marshall Islands corporation (the “Company”), NORSK PACIFIC STEAMSHIP COMPANY LIMITED, a Bahamas corporation, and SEASPAN MARINE CORPORATION (formerly known as SEASPAN INTERNATIONAL LTD.), a British Columbia corporation, and solely for purposes of Section 4.13, SEASPAN MANAGEMENT SERVICES LIMITED, a Bermuda corporation, SEASPAN SHIP MANAGEMENT LTD., a British Columbia company, and SEASPAN ADVISORY SERVICES LIMITED, a Bermuda company.
SHARE PURCHASE AGREEMENT BY AND AMONG SEASPAN CORPORATION, SEASPAN MANAGEMENT SERVICES LIMITED AND THE OWNERS OF SEASPAN MANAGEMENT SERVICES LIMITED JANUARY 27, 2012Share Purchase Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • England
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2012 (the “Agreement Date”), by and among Seaspan Corporation, a Marshall Islands corporation (“Purchaser”), Seaspan Management Services Limited, a Bermuda company (the “Company”), The Kevin Lee Washington 1999 Trust II, the Kyle Roy Washington 2005 Irrevocable Trust under agreement dated July 15, 2005 and Thetis Holdings Ltd., a Cayman Islands company (each a “Seller” and together, the “Sellers”).
